GUARANTY AND SURETYSHIP AGREEMENT
EXHIBIT
10.8
Execution
Copy
THIS
GUARANTY AND SURETYSHIP AGREEMENT (this “Agreement”)
made
as of the 25th day of May, 2006, by and among Xxxxxx, Inc., a Delaware
corporation (together with its successors and permitted assigns, the
“Borrower”)
and
the subsidiaries of the Borrower designated as “Guarantors” on the signature
lines hereto (together with their successors and permitted assigns and any
other
person or entity that becomes a Guarantor hereunder pursuant to Section 5 below,
jointly and severally, the “Guarantors”
or,
individually, a “Guarantor”),
in
favor of U.S. Bank National Association, as collateral agent for the Purchasers
(as that term is defined in the Securities Purchase Agreement referred to below)
(together with its successors and assigns in such capacity, the “Agent”).
Background
The
Agent, the Borrower and the Purchasers entered into a certain Securities
Purchase Agreement, dated as of May 24, 2006 (as the same may be amended,
restated, modified and/or supplemented from time to time, the “Securities
Purchase Agreement”;
terms
used herein and not otherwise defined herein are used as defined in the
Securities Purchase Agreement). Xxxxxx Traffic Systems, Inc. is a Subsidiary
of
the Borrower; CrossingGuard, Inc. is a Subsidiary of Xxxxxx Traffic Systems,
Inc. Pursuant to the Securities Purchase Agreement, the Purchasers agreed to
purchase the Notes from the Borrower on the terms and conditions described
therein. The Borrower may, among other things, use the proceeds of the issuance
of the Notes to extend credit to, and make capital contributions in, the
Guarantors. Therefore, as a result of the Securities Purchase Agreement, the
Guarantors can obtain capital on terms more favorable to them as part of this
borrowing group than they could acting alone. One of the conditions to the
extension of credit under the Securities Purchase Agreement is that the
Guarantors guaranty payment of and act as surety for the obligations of the
Borrower arising out of the Securities Purchase Agreement and related agreements
and instruments.
Accordingly,
each Guarantor and the Borrower, intending to be legally bound, hereby agrees
with the Agent as follows.
NOW
THEREFORE, in consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto agree as follows:
1. Guaranty
and Suretyship.
1.1 Guaranty
of Payment.
The
Guarantors hereby jointly and severally agree to act as surety for the
Guaranteed Obligations (as defined in Section 1.2 below), and irrevocably and
unconditionally guaranty to the Agent and the Purchasers that the Guaranteed
Obligations shall be paid in full when due and payable, whether at the stated
or
accelerated maturity thereof or upon any mandatory or voluntary prepayment
or
otherwise.
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1.2 Definition
of “Guaranteed Obligations”.
For
purposes of this Agreement, the term “Guaranteed
Obligations”
shall
mean (a) any obligations of the Borrower pursuant to the Securities Purchase
Agreement and the Transaction Documents including, without limitation, any
amounts due from time to time in respect of (i) principal and interest thereon
under the Notes, (ii) conversion, exercise or redemption of the Notes and the
Warrants, as applicable, (iii) fees payable under the Securities Purchase
Agreement and (iv) indemnifications provided for, and other amounts payable,
under the Securities Purchase Agreement or other Transaction Documents.
Notwithstanding the definition of “Guaranteed Obligations” herein, the liability
of each Guarantor hereunder is limited to an amount equal to (x) the amount
that
would render this guaranty void, voidable or unenforceable against such
Guarantor’s creditors or creditors’ representatives under any applicable
fraudulent conveyance, fraudulent transfer or similar act or under Section
544
or 548 of the Bankruptcy Code of 1978, as amended, minus (y) $1.00 (one U.S.
Dollar).
1.3 Obligations
of Guarantors Absolute, Etc.
The
obligations of the Guarantors hereunder shall be absolute and unconditional.
Each Guarantor, jointly and severally, guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the terms of the agreement,
instrument or document giving rise to such Guaranteed Obligations, regardless
of
any law, regulation or order now or hereafter in effect in any jurisdiction
affecting any such terms or the rights of the Agent and the Purchasers with
respect thereto. The liability of the Guarantors hereunder shall be absolute
and
unconditional irrespective of:
(a) any
lack
of validity or enforceability of any Transaction Document;
(b) any
change in the time, manner or place of payment of the Guaranteed
Obligations;
(c) any
amendment or modification of or supplement to the Transaction Documents
(including, without limitation, any amendment which would increase the amount
of
the Guaranteed Obligations), or any furnishing or acceptance of any security,
or
any release of any security or the release of any Person’s obligations
(including without limitation, any Guarantor, the Borrower or any pledgor),
with
respect to the Guaranteed Obligations;
(d) any
waiver, consent, extension, indulgence or other action or inaction under or
in
respect of any such instrument, document or agreement or any exercise or
nonexercise of any right, remedy, power or privilege under or in respect of
any
such instrument;
(e) any
counterclaim, setoff, recoupment or defense based upon any claim any Guarantor,
the Borrower or any pledgor may have against the Agent or any
Purchaser;
(f) any
bankruptcy, insolvency, reorganization, arrangement, readjustment, composition,
liquidation or similar proceeding with respect to the Borrower, any Affiliate
of
the Borrower or any Guarantor or their respective properties or
creditors;
(g) any
invalidity or unenforceability, in whole or in part, of any term hereof or
of
the Transaction Documents;
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(h) any
failure on the part of the Borrower or any Affiliate or any Person that may
have
been an Affiliate for any reason to perform or comply with any term of the
Transaction Documents; or
(i) any
other
occurrence whatsoever, whether similar or dissimilar to the
foregoing.
1.4 Continuing
Guaranty.
This
guaranty and suretyship is an absolute, unconditional, present and continuing
guaranty and suretyship of payment and is in no way conditional or contingent;
it shall remain in full force and effect until terminated pursuant to Section
7
below.
1.5 Joint
and Several Liability.
Each
and every representation, warranty, covenant and agreement made by the
Guarantors, or any of them, under this Agreement shall be and constitute joint
and several obligations of all of the Guarantors, whether or not so expressly
stated herein.
1.6 Waivers.
Each
Guarantor hereby waives, to the fullest extent permitted by applicable law,
(a)
all presentments, demands for performance, notice of non-performance, protests,
notices of protests and notices of dishonor in connection with the Guaranteed
Obligations or any agreement relating thereto; (b) notice of acceptance of
this
Agreement; (c) any requirement of diligence or promptness on the part of the
Agent or any Purchaser in the enforcement of its rights hereunder or under
the
Transaction Documents; (d) any enforcement of any present or future agreement
or
instrument relating directly or indirectly to the Guaranteed Obligations; (e)
notice of any of the matters referred to in subsection 1.3 hereof; (f) notices
of every kind and description which may be required to be given by any statute
or rule of law; and (g) any defense of any kind which it may now or hereafter
have with respect to its liability under this Agreement to the fullest extent
permitted by law. Without limiting the foregoing, the Agent and the Purchasers
shall not be required to make any demand upon, or to pursue or exhaust any
rights or remedies against the Borrower, any other Guarantor or any other
Person, or against the collateral security, for the Guaranteed Obligations.
No
failure on the part of the Agent or the Purchasers to exercise, and no delay
in
exercising, any right hereunder shall operate as a waiver thereof; nor shall
any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.
Each
Guarantor hereby agrees that it will not enforce or otherwise exercise or claim
or assert any rights of subrogation or contribution against any Person with
respect to the Guaranteed Obligations or any security therefor unless and until
all the Guaranteed Obligations are paid in full. EACH
GUARANTOR’S WAIVERS UNDER THIS SECTION 1.6 HAVE BEEN MADE VOLUNTARILY,
INTELLIGENTLY AND KNOWINGLY AND AFTER SUCH GUARANTOR HAS BEEN APPRISED AND
COUNSELED BY ITS ATTORNEY AS TO THE NATURE THEREOF AND ITS POSSIBLE ALTERNATIVE
RIGHTS.
2. Expenses.
Whether
or not the transactions contemplated by this Agreement are fully consummated,
each Guarantor and the Borrower shall promptly pay (or reimburse, as the Agent
may elect) all costs and expenses which the Agent has incurred or may incur
in
connection with the negotiation, preparation, reproduction, interpretation,
administration and enforcement of this Agreement and all amendments, waivers,
modifications and supplements hereto and the collection of all amounts due
hereunder, including, without limitation, reasonable fees of counsel to the
Agent.
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3. Representations
and Warranties.
The
Guarantors hereby jointly and severally represent and warrant that each of
the
representations and warranties relating to them set forth in any Transaction
Document is incorporated herein by reference and is true and correct on and
as
of the date hereof.
4. Covenants.
Each
of
the covenants and agreements of the Borrower which are set forth or incorporated
in any of the Transaction Documents and which are expressly applicable or refer
to the “Subsidiaries” of Borrower or otherwise refer to any Guarantors are
hereby incorporated by reference as though set forth herein in their entirety,
and each Guarantor hereby agrees to perform and abide by each such covenant
and
agreement which purports to be applicable to it.
5. Additional
Parties.
Except
as
otherwise provided in the Transaction Documents, the Guarantors shall at all
times constitute all of the direct and indirect Subsidiaries of Borrower (other
than Xxxxxx Interactive, Inc. (“NII”),
but
only so long as NII is inactive and has no significant assets other than net
operating losses). If any Person becomes such a Subsidiary after the date hereof
or, in the case of NII, if it ceases to be inactive or has significant assets
other than net operating losses, such Person shall become a Guarantor hereunder,
and the Borrower shall cause such Person to signify its acceptance of the terms
hereof by execution and delivery to the Agent of one or more counterparts of
the
Joinder hereto, appropriately dated.
6. Right
of Set-off.
Each
Guarantor hereby pledges and gives to each Purchaser a lien and security
interest for the amount of the Guaranteed Obligations upon and in the balance
of
any account maintained by such Guarantor with such Purchaser or any other
liability of such Purchaser to such Guarantor. Upon the occurrence of and
throughout the period in which the Purchasers reasonably believe there is
continuing an Event of Default under the Notes, each Guarantor hereby authorizes
each Purchaser to apply any such deposit balances now or hereafter in the
possession of such Purchaser to the payment of the Guaranteed Obligations.
The
provisions hereof shall not be deemed or construed to limit rights of set-off
or
liens or similar rights which any Purchaser may otherwise have by reason of
applicable Law or other agreement.
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7. Termination
of Guaranty.
7.1 Termination
of Guaranty Obligations of All Guarantors.
At such
time as (a) no Purchaser has any Commitment to make further fundings to the
Borrower under the terms of the Securities Purchase Agreement and (b) all the
Guaranteed Obligations in respect of the Notes have been indefeasibly paid
and/or performed in full (including the conversion in full of the Notes), then
the guaranty provided for herein and this Agreement shall terminate,
provided,
however,
that
(i) all indemnities of the Guarantors or the Borrower contained in this
Agreement or any Transaction Document shall survive and remain operative and
in
full force and effect regardless of the termination of this Agreement, and
(ii)
the guaranty provided for herein shall be reinstated if at any time any payment
of any of the Guaranteed Obligations is rescinded or must otherwise be returned
by the Agent or any Purchaser upon the insolvency, bankruptcy or reorganization
of the Borrower or any Guarantor or otherwise, all as though such payment had
not been made.
7.2 Termination
of Guaranty Obligations of Sold Guarantors.
Effective upon the closing of a sale or other disposition by the Borrower or
any
Subsidiary of the Borrower of all the outstanding capital stock of, or all
partnership interests or all other equity interests in, any of the Guarantors
hereunder (any Guarantor being so sold is hereinafter the “Sold
Guarantor”)
in
conformity with the provisions of the Securities Purchase Agreement and the
Notes, and receipt by the Agent of a certification to such effect from the
chief
financial officer of the Borrower, the obligations of that Sold Guarantor
hereunder (including, without limitation, obligations under Section 9 below)
shall terminate. However, all the obligations of the other Guarantors hereunder
shall remain in full force and effect.
8. Miscellaneous.
8.1 Governing
Law.
This
Agreement shall be governed by and construed in accordance with the laws of
the
State of New York (without giving effect to the choice of law provisions
thereof).
8.2 Specific
Performance.
The
Borrower and each Guarantor hereby authorizes the Agent and the Purchasers
to
demand specific performance of this Agreement at any time when the Borrower
or
such Guarantor shall have failed to comply with any provision hereof, and the
Borrower and each Guarantor hereby irrevocably waives any defense based on
the
adequacy of a remedy at law which might be asserted as a bar to the remedy
of
specific performance hereof in any action brought therefor.
8.3 Acknowledgement
of Terms of Securities Purchase Agreement and the Notes; Relationship to
Securities Purchase Agreement and the Notes.
Each
Guarantor hereby acknowledges receipt from the Borrower of a correct and
complete copy of the Securities Purchase Agreement and the Notes and consents
to
all of the provisions of the Securities Purchase Agreement and the Notes as
in
effect on the date of this Agreement and agrees that
its consent is not required for any amendments, modifications, restatements
or
waivers of the Securities Purchase Agreement or the Notes or any of the
provisions thereof.
If any
of the terms hereof are inconsistent with those of the Securities Purchase
Agreement or the Notes (including, without limitation, any amendments,
restatements, supplements and waivers that the Guarantors have been made aware
of), those of the Securities Purchase Agreement or the Notes, as applicable,
shall control.
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8.4 Non-Exclusive
Remedies. No
remedy
or right herein conferred upon, or reserved to the Agent or the Purchasers
is
intended to be to the exclusion of any other remedy or right, but each and
every
such remedy or right shall be cumulative and shall be in addition to every
other
remedy or right given hereunder or under any other contract or under
law.
8.5 Delay
and Non-Waiver.
No
delay or omission by the Agent or any Purchaser to exercise any remedy or right
hereunder shall impair any such remedy or right or shall be construed to be
a
waiver of any Event of Default, or an acquiescence therein, nor shall it affect
any subsequent Event of Default of the same or of a different
nature.
8.6 Successors
and Assigns.
Except
as
otherwise provided in the Securities Purchase Agreement, the Agent may assign
or
transfer this Agreement and any or all rights or obligations hereunder without
the consent of the Borrower or any Guarantor and without prior notice. Neither
the Borrower nor any Guarantor shall assign or transfer this Agreement or any
rights or obligations hereunder without the prior written consent of the Agent.
The rights and privileges of the Agent and the Purchasers under this Agreement
shall inure to the benefit of their respective successors, assigns and
participants. All promises, covenants and agreements of the Borrower and each
Guarantor contained in this Agreement shall be binding upon personal
representatives, heirs, successors and assigns of such Person.
Notwithstanding the foregoing, if there shall become additional “Guarantors” or
if there should be any assignment of any guaranty obligations by operation
of
law or in contravention of the terms of this Agreement or otherwise, then all
covenants, agreements, representations and warranties made herein or pursuant
hereto by or on behalf of the Guarantors shall bind the successors and assigns
of the Guarantors and any such additional Guarantors, jointly and severally,
together with the preexisting Guarantors whether or not such new or additional
Guarantors execute the Joinder as set forth in Section 5.
8.7 Amendments
and Waivers.
This
Agreement represents the entire agreement between the parties with respect
to
the transactions contemplated herein and, except as expressly provided herein,
shall not be affected by reference to any other documents. The Purchasers
holding 75% of the total outstanding principal balance of the Notes (the
“Required
Holders”)
shall
have the right to direct the Agent, from time to time, to consent to any
amendment, modification or supplement to or waiver of any provision of this
Agreement and to release any Collateral from any lien or security interest
held
by the Agent; provided,
however,
that
(i) no such direction shall require the Agent to consent to the modification
of
any provision or portion thereof which (in the sole judgment of the Agent)
is
intended to benefit the Agent, (ii) the Agent shall have the right to decline
to
follow any such direction if the Agent shall determine in good faith that the
directed action is not permitted by the terms of this Agreement or may not
lawfully be taken and (iii) no such direction shall waive or modify any
provision of this Agreement the waiver or modification of which requires the
consent of all Purchasers unless all Purchasers consent thereto. The Agent
may
rely on any such direction given to it by the Required Holders and shall be
fully protected in relying thereon, and shall under no circumstances be liable,
except in circumstances involving the Agent's gross negligence or willful
misconduct as shall have been determined in a final nonappealable judgment
of a
court of competent jurisdiction, to any holder of the Notes or any other person
or entity for taking or refraining from taking action in accordance with any
direction or otherwise in accordance with this Agreement.
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8.8 Notices
and Communications.
Any
notice contemplated herein or required or permitted to be given hereunder shall
be made in the manner set forth in the Securities Purchase Agreement and
delivered at the addresses set forth on the signature pages to this Agreement,
or to such other address as any party hereto may have last specified by written
notice to the other party or parties.
8.9 Headings;
Counterparts. Headings
to this Agreement are for purposes of reference only and shall not limit or
otherwise affect the meaning hereof. This Agreement may be executed in any
number of counterparts, each of which shall be an original, and all of which,
taken together, shall constitute one instrument. Delivery
of a photocopy or telecopy of an executed counterpart of a signature page to
this Agreement shall be as effective as delivery of a manually executed
counterpart of such signature page.
8.10 Severability.
If
any of
the provisions or terms of this Agreement shall for any reason be held to be
invalid or unenforceable such invalidity or unenforceability shall not affect
any of the other terms hereof, but this Agreement shall be construed as if
such
invalid or unenforceable term had never been contained herein. Any such
invalidity or unenforceability in a particular jurisdiction shall not be deemed
to render a provision invalid or unenforceable in any other jurisdiction.
Without
limiting the generality of the foregoing, any invalidity, illegality or
unenforceability of any term or provision of this Agreement in any jurisdiction
or as against any Guarantor shall not affect the validity, legality or
enforceability of any other terms hereof or in any other jurisdiction or against
any other Guarantor.
9. Indemnification.
Each
Guarantor, jointly and severally, shall indemnify, reimburse and hold harmless
all Indemnitees from and against any and all losses, claims, liabilities,
damages, penalties, suits, costs and expenses, of any kind or nature, (including
fees relating to the cost of investigating and defending any of the foregoing)
imposed on, incurred by or asserted against such Indemnitee in any way related
to or arising from or alleged to arise from this Agreement or the guarantees
provided herein except any such losses, claims, liabilities, damages, penalties,
suits, costs and expenses which result from the gross negligence or willful
misconduct of the Indemnitee as determined by a final nonappealable decision
of
a court of competent jurisdiction. This indemnification provision is in addition
to, and not in limitation of, any other indemnification provision in any other
Transaction Document.
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10. Jurisdiction;
Waiver of Jury Trial.
For
the
purpose of any action that may be brought in connection with this Agreement,
the
Borrower and each Guarantor hereby consents to the jurisdiction and venue of
the
courts of the State of New York or of any federal court located in such state
and waives personal service of any and all process upon it and consents that
all
such service of process be made by certified or registered mail directed to
the
Borrower or Guarantor at the address provided for in Section 8.8. Service so
made shall be deemed to be completed upon actual receipt at the address
specified in said section. The Borrower and each Guarantor waives the right
to
contest the jurisdiction and venue of the courts located in the county of New
York, State of New York on the ground of inconvenience or otherwise and,
further, waives any right to bring any action or proceeding against (a) the
Agent in any court outside the county of New York, State of New York, or (b)
any
other Purchaser other than in a state within the United States designated by
such Purchaser. The provisions of this Section shall not limit or otherwise
affect the right of the Agent or any Purchaser to institute and conduct an
action in any other appropriate manner, jurisdiction or court.
NO
PARTY
TO THIS AGREEMENT, NOR ANY ASSIGNEE, SUCCESSOR, HEIR OR PERSONAL REPRESENTATIVE
OF THE FOREGOING SHALL SEEK A JURY TRIAL IN ANY PROCEEDING BASED UPON OR ARISING
OUT OF THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT RELATING TO SUCH
INDEBTEDNESS OR THE RELATIONSHIP BETWEEN OR AMONG SUCH PERSONS OR ANY OF THEM.
NO SUCH PERSON WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION
IN
WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
EXCEPT
AS PROHIBITED BY LAW, EACH PARTY HERETO WAIVES ANY RIGHTS IT MAY HAVE TO CLAIM
OR RECOVER IN ANY LITIGATION REFERRED TO IN THIS SECTION, ANY SPECIAL,
EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
EACH
PARTY TO THIS AGREEMENT (i) CERTIFIES THAT NEITHER THE AGENT NOR ANY
REPRESENTATIVE, OR ATTORNEY OF THE AGENT NOR ANY PURCHASER HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT THE AGENT OR SUCH PURCHASER WOULD NOT, IN THE
EVENT
OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS AND (ii) ACKNOWLEDGES
THAT
IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND EACH OTHER TRANSACTION
DOCUMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS HEREIN.
THE PROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCLOSED TO THE PARTIES AND
THE
PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. NO PARTY HAS IN ANY WAY AGREED
WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE PROVISIONS OF THIS SECTION
WILL
NOT BE FULLY ENFORCED IN ALL INSTANCES.
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IN
WITNESS WHEREOF, the undersigned have executed this Guaranty and Suretyship
Agreement on the date and year first above written.
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Borrower:
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XXXXXX,
INC.
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By:
/s/Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
CFO
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Address: 00
Xxxxxxxx Xxxxxx
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Xxxxxxxxxx,
XX 00000
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Phone
No.: 000-000-0000x000
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Fax
No.: 000-000-0000
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Attention: Xxxxxxxx
X. Xxxxxxxxx, Esq.
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Guarantors:
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XXXXXX
TRAFFIC SYSTEMS, INC.
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By:
/s/Xxxxx X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
CFO
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Address: 00
Xxxxxxxx Xxxxxx
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Xxxxxxxxxx,
XX 00000
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Phone
No.: 000-000-0000x000
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Fax
No.: 000-000-0000
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Attention: Xxxxxxxx
X. Xxxxxxxxx, Esq.
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CROSSINGGUARD,
INC.
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By:/s/Xxxxx
X. Xxxxxxx
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Name:
Xxxxx X. Xxxxxxx
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Title:
CFO
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Address: 00
Xxxxxxxx Xxxxxx
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Xxxxxxxxxx,
XX 00000
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Phone
No.: 000-000-0000x000
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Fax
No.: 000-000-0000
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Attention: Xxxxxxxx
X. Xxxxxxxxx, Esq.
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[Signature
Page to Guaranty and Suretyship Agreement]
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Agent:
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U.S.
BANK NATIONAL ASSOCIATION
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By:/s/Xxxxxx
X. Xxxxxxxxx
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Name:
Xxxxxx X. Xxxxxxxxx
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Title:
Vice President
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U.S.
Bank National Association
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Corporate
Trust Services
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000
Xxxxxx Xxxxxx, 00xx
Xxxxx
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Xxxxxxxx,
XX 00000
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Telephone:
(000) 000-0000
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Facsimile:
(000) 000-0000
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Attention:
Xxxxxx Xxxxxxxxx
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[Signature
Page to Guaranty and Suretyship Agreement]
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JOINDER
The
undersigned acknowledges that it is a Guarantor under the Guaranty and
Suretyship Agreement, dated May [___], 2006 made by and among Xxxxxx, Inc.
(the
“Borrower”) and the subsidiaries of the Borrower designated as “Guarantors” on
the signature lines thereto in favor of [_____________] as collateral agent
for
the Purchasers (as defined in the Securities Purchase Agreement referred to
therein), and hereby agrees to be bound by the foregoing Guaranty and Suretyship
Agreement and to perform the covenants applicable to Guarantors contained or
incorporated therein, and hereby confirms the accuracy of the representations
and warranties made or incorporated therein insofar as such representation
and
warranties purportedly relate to the undersigned.
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[
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By:
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Name:
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Title:
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Phone
No.:
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Fax
No.:
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Attention:
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